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Terms & Conditions

SAAS SERVICE TERMS

These SaaS Service Terms, together with the applicable Order Form and Payment Authorization (collectively, the “Agreement”), constitute a binding agreement by and between Corvee, LLC (“Corvee”) and the customer specified in the Order Form (the “Customer”) with respect to Customer’s access and use of the Corvee software-as-a-service offering(s) and related content and materials (each, a “Service”) described in the Order Form. Customer accepts and agrees to be bound by these SaaS Service Terms by executing such Order Form or by accessing or using the Service.

1. DEFINITIONS.

  • a.Affiliate” means an entity that controls, is controlled by, or is under common control with the subject entity, where “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
  • b. Aggregate Information” has the meaning given in Section 4(d).
  • c.Applicable Laws” means all applicable local, state, provincial, federal, and international laws, rules or regulations.
  • d. Authorized Users means Customer’s employees who are authorized by Corvee to access and use the applicable Service and who have been supplied with user identifications and passwords by Customer (or by Corvee at Customer’s request). Authorized Users may be tax planning users (who have full access to the Service) and administrative users (who have limited access to the Service).
  • e. Confidential Information” has the meaning given in Section 4.
  • f. Corvee Materials” means all templates, samples, recordings, videos, newsletters, files, images, logos, information, and other content and materials of Corvee and its Affiliates (and all related Intellectual Property rights) contained or used in the Service (other than the Customer Data), contained in the knowledge base of Corvee and its Affiliates, or otherwise provided to Customer in connection with the Service. Corvee Materials may include Third-Party Materials.
  • g.Corvee Technology” means the technology, including software programs, connectors, websites, networks, and equipment (and all related Intellectual Property rights), used in providing the products and services offered by Corvee and its Affiliates. Corvee Technology does not include Third-Party Materials.
  • h.Customer Data means (i) any data, documents, information or material uploaded or submitted by Customer to or through the Service and (ii) the Service Output. Customer Data does not include Aggregate Information or descriptions of tax issues, requirements or strategies (other than any Customer- and Customer client-unique data or information contained in such descriptions). 
  • i.Documentationmeans the then-current instruction manuals, user guides, instructional videos, and similar documentation for the Service provided by Corvee through its online customer portal or within the Service.
  • j.Effective Date means the start date for the Subscription Term set forth in the Order Form.
  • k. Feesmeans the fees, taxes (if applicable), reimbursable expenses, and other amounts payable by Customer for the Service, as set forth in the Order Form and these SaaS Service Terms.
  • l. Initial Subscription Termmeans the initial subscription period for which Customer is obligated to pay for the Service, as set forth in the initial Order Form for the Service.
  • m. Intellectual Property means Inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property and proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world (whether registered or unregistered), any application for the foregoing, and all rights to enforce the foregoing.
  • n.Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice. 
  • o.Order Form” means the order form or other document executed by Customer and accepted by Corvee or its Affiliate for the purchase or modification of Customer’s subscription for the Service and, if applicable, Practice Development Services. 
  • p. Payment Schedulemeans the payment terms and payment schedule agreed to by Customer for the Service(s) and/or Practice Development Services to which Customer subscribes. A Payment Schedule may be contained in the applicable Order Form, Payment Authorization and/or separate document.
  • q.Payment Authorization” means the payment authorization provided by Customer.
  • r.Personal Information” is information that personally identifies or could reasonably be used to personally identify an individual (such as a name, email address, mobile or residence phone number, or residence address), other information is or can be reasonably linked to a particular individual, or other data or information defined as personal information under Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Corvee or its Affiliates in connection with the procurement or use of, or payment for, the Service (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Corvee’s use of Personal Information of such an employee or other Representative is governed by the Privacy Policy available at https://corvee.com/privacy-policy/, which describes how to manage individual communication preferences. Customer is responsible for informing its Representatives of such processing of their Personal Information.
  • s.Practice Development Services” means practice development services, professional consulting services, marketing services and related services and content and materials to be provided to Customer by Corvee or its Affiliate, as specified in the applicable Order Form. Provision and use of Practice Development Services is governed by the Practice Development Terms located at  www.corvee.com/terms-and-conditions.
  • t. Renewal Noticemeans the notification sent to Customer by Corvee or its Affiliate before the commencement of each Renewal Subscription Term for the Service, including the pricing for the Service for such Renewal Subscription Term.
  • u.Renewal Subscription Term” has the meaning given in Section 6(a).
  • v.Representative” of a party means the employees, directors, officers, consultants, professional advisors, representatives, or agents (and, in the case of Customer, Authorized Users) of such party and its Affiliates.
  • w.Service Output” means the Customer- and Customer client-unique output that is generated for Customer by the Service (excluding any Corvee Materials or Third-Party Materials therein), including tax strategies provided or calculations performed by the Service.
  • x.Term,” “Subscription Term” and “Renewal Subscription Term” have the meanings given in Section 6.
  • y.Third-Party Materials” means software, technology, services, or websites of third parties that may be used in conjunction with the Service or templates, samples, recordings, files, images, logos, information, content or materials of third parties contained, used in or linked to the Service (other than the Customer Data).  

2. ACCESS AND USE OF THE SERVICE.

  • a. Access and Use Rights. Subject to and conditioned on compliance with the Agreement, Corvee hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the Service and Documentation during the Term, solely for Customer’s internal business purposes (which includes the provision of services to Customer’s clients) and for the number of Authorized Users and subject to any limitations or restrictions specified in the Order Form or otherwise in this Agreement. All rights not expressly granted to Customer are reserved by Corvee and its Affiliates.
  • b. Account.  Corvee shall enable an account (the “Account”) for Customer and its Authorized Users to access and use the Service(s) and, if applicable, the Practice Development Services. Customer and Authorized Users shall protect the confidentiality and security of usernames, passwords, access and Account information under their control. Customer is solely responsible for any and all activities that occur under the Account. Except to the extent caused by Corvee’s breach of the Agreement, Corvee is not responsible for unauthorized access to the Account. Customer shall notify Corvee immediately upon learning of any unauthorized use of the Account or other security breach relating to the Service.
  • c. Third-Party Materials. The Service may contain (or Corvee or its Affiliate may otherwise provide Customer with) Third-Party Materials or access or links to Third-Party Materials. Corvee and its Affiliates are not responsible for and do not in any way endorse any Third-Party Materials. Such Third-Party Materials are subject to the licenses or other terms of access and use imposed by the owners or licensors of such Third-Party Materials. If Customer does not agree to abide by the licenses or other terms for any such Third-Party Materials, then Customer should not install, access or use such Third-Party Materials. Access and use of certain features of the Service (such as the client payment platform within the Service) are subject to Customer’s specific application to, and approval of both Corvee and the provider of, the applicable Third-Party Materials, whose approval may be granted or denied in such provider’s sole discretion. Corvee will not have any liability with respect to the inability of Customer to use features or Third-Party Materials for which the applicable third-party provider has not granted Customer access and use rights.
  • d. Restrictions. Customer shall use the Service, the Corvee Materials and the Service Output only as set forth in the Agreement and the Documentation and, except as expressly contemplated by the Documentation with respect to the use of the Service to aid Customer in its provision of services to its clients, shall not use the Service, the Corvee Materials or the Service Output for the benefit of any third party. Customer shall not, and shall not allow its Authorized Users, Representatives or any third party to, (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit the Service, the Corvee Materials, the Documentation or, except for the use of the Service Output to aid Customer in its provision of services to its clients, the Service Output; (ii) except as expressly contemplated by the Documentation with respect to the client portal of the Service, share, make available or display the Service, the Corvee Materials or the Documentation to any third party other than Authorized Users; (iii) use the Service or the Corvee Materials to operate any timesharing, service bureau, software-as-a-service or similar business; (iv) copy, modify, adapt, enhance or otherwise create any derivative work of the Service, the Corvee Materials, the Corvee Technology or the Documentation or, except as expressly contemplated by the Documentation with respect to the use of the Service to aid Customer in its provision of services to its clients, the Service Output; (v) access or use the Service, the Corvee Technology, the Corvee Materials, the Documentation or the Service Output for any purpose not expressly contemplated by the Documentation, including to design or build a product or service that competes with the Service or that contains features, functions, graphics or design similar to those of the Service; (vi) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of or decrypt the Service or the Corvee Technology; (vii) violate any Applicable Laws in connection with access or use of the Service, the Corvee Technology, the Corvee Materials, the Documentation or the Service Output; (viii) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Corvee or its Affiliates, commercial partners, suppliers or licensors within the Service, the Corvee Technology, the Corvee Materials the Documentation or, if applicable, the Service Output; (ix) use or permit the Service to be used by more than the then-current number of Authorized Users, including by making the Service available over a network or other environment; (x) use the Service to store, transmit or introduce any malicious code that interferes or attempts to interfere with the operation of the Service or the Corvee Technology; (xi) interfere with or disrupt the integrity or performance of the Service or Corvee Technology or attempt to do so; (xii) use the Service, the Corvee Technology, the Corvee Materials, the Service Output or Third-Party Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person; or (xiii) use any Confidential Information of Corvee or its Affiliates, Corvee Materials, or interfaces or other Intellectual Property of Corvee or its Affiliates in the design, development, manufacture, licensing or distribution of any applications, accessories or devices designed for use with the Service.
  • e. Customer Responsibilities
    1. i. Customer is responsible for ensuring that the Services are compatible with Customer’s business and systems requirements and for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software.
    2. ii. Customer is responsible for the accuracy, quality, completeness, appropriateness, timeliness, integrity, legality and all other aspects of Customer Data, the means by which Customer acquired it, and for keying it accurately into the Service. Corvee does not have any obligation to approve, control or verify Customer Data. Customer represents and warrants that, if Customer uploads a client’s information to the Service or otherwise provides such client’s information to Corvee, that Customer has the legal right to do so, including any necessary authorizations or consents.
    3. iii. Customer is responsible for reviewing the Service Output and satisfying itself that it is complete and correct. Customer acknowledges and agrees that any decisions regarding tax treatment are made solely by Customer and that use of the Service does not relieve Customer of responsibility for the preparation, accuracy, content, and review of its clients’ tax plans, tax recommendations, tax strategy calculations, implementation of tax strategies, tax returns and filings. Neither Corvee nor its Affiliates will be liable for any legal, financial or accounting errors or violation of Applicable Laws by Customer or its clients, including any made in reliance on the Service Output, or for billing errors and omissions by Customer. 
    4. iv. In order to use the electronic filing service of the Service or the IRS, Customer must obtain a valid preparer tax identification number (PTIN) and a valid electronic filing identification number (EFIN) from the IRS and maintain them as current. Customer shall provide Corvee with a copy of Customer’s completed EFIN acceptance letter or other documentation reasonably requested by Corvee regarding ownership of an EFIN that Customer uses with the Service, before using the Service’s electronic filing service. By using a computer system and the Service to prepare and transmit tax filings electronically, Customer consents to the disclosure to the applicable state and/or federal agency of all information relating to its use of the computer system and the Service to generate such filing and to the electronic transmission of such filing.
    5. v. Customer is responsible for all acts and omissions of its Authorized Users and other Representatives, and any act or omission by an Authorized User or Representative of Customer that would constitute a breach of the Agreement if done by Customer will be deemed a breach of the Agreement by Customer.
    6. vi. Customer represents and warrants that (i) it has not falsely identified itself nor provided any false information to gain access to the Service; (ii) the information provided about Customer in connection for the Service, including Customer’s billing information and Customer’s firm name, owner name, PTIN, EFIN, other identifying information and contact information, is correct, and that Customer will provide Corvee with written notification of any changes to such information no later than 30 days after the change.
    7. vii. Customer shall comply with Applicable Laws and shall not use the Service, the Corvee Materials or the Service Output to violate, or to assist any other person or entity in violating, Applicable Laws. 
  • f. Affiliates. Corvee may provide the Service itself or through any of its Affiliates. When a Corvee Affiliate provides the Service, all applicable references to “Corvee” in the Agreement relating to provision of the Service refer to such Affiliate. Corvee or its Affiliate may invoice or provide renewal notices to Customer for the Service, and unless otherwise specified in such invoice or renewal notice, Customer shall make payments to the Corvee Affiliate that issued it. Corvee is responsible for its Affiliates’ compliance with the terms of the Agreement, and Corvee shall be responsible for their acts and omissions relating to the Agreement as though they were those of Corvee. Customer and its Affiliates shall bring any claims it or they may have solely against Corvee and not against any Corvee Affiliate providing or invoicing for the Service.     
  • g. Subcontractors. Corvee may use subcontractors to facilitate its obligations under the Agreement, and Corvee shall be responsible for the acts and omissions of such subcontractors relating to the Agreement as though they were those of Corvee.
  • h. Beta Features. Notwithstanding anything to the contrary in the Agreement, neither Corvee nor its Affiliates have any liability (including in respect of warranty and indemnification obligations) for or related to any Service feature that is designated as “Beta” or otherwise identified as being for beta testing purposes or unsupported. 
  • i. Changes to Service. Corvee and its Affiliates reserve the right, in their sole discretion, to make any changes to the Service that they deem necessary or useful, including changes to maintain or enhance the Service or to comply with Applicable Laws. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality.

3. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK.

  • a. Corvee Intellectual Property. Corvee, its Affiliates and their licensors own and will retain all right, title and interest in the Service, Documentation, Corvee Technology, Corvee Materials, Confidential Information of Corvee or its Affiliates, and all enhancements, improvements or derivative works of the foregoing, including all related Intellectual Property rights. Nothing in the Agreement grants or conveys any Intellectual Property rights or ownership rights in any of the foregoing, except for the limited rights expressly provided in the Agreement.
  • b. Customer’s Intellectual Property. Customer owns and will retain all right, title and interest in Customer Data and Customer’s Confidential Information, including all related Intellectual Property rights. Nothing in the Agreement grants or conveys to Corvee any ownership rights in the Customer Data or Customer’s Confidential Information, except as provided in Section 4(d) with respect to the creation and ownership of Aggregate Information. 
  • c. Feedback. If Customer or its Representative provides Corvee or its Affiliate with any suggestions, ideas, requests for strategy additions or other enhancements, questions, testimonials or success stories, or other feedback relating to the Service, whether directly to Representatives of Corvee or its Affiliates, through the Service, through social media, during community forums or events or otherwise, and whether in written, audio or video format (“Feedback”), Customer grants to Corvee and its Affiliates a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license, with rights to transfer and sublicense, to (i) use, reproduce, publish, display and/or distribute in any medium, sell, modify (as long as the substance of the original Feedback is not misrepresented) and make derivative works of, such Feedback for marketing, publicity, and promotion of Corvee, its Affiliates and its and their products and services and for all other commercial business purposes and (ii) use, reproduce, publish, display and/or distribute Customer’s name or logo (and in the case of video Feedback, the image of Customer’s Representative(s)) in connection with such Feedback. Neither Corvee nor any of its Affiliates is required to use or publish any Feedback, identify its source, or compensate Customer or its Representatives for use or publication of Feedback. 

4. CONFIDENTIALITY.

  • a. Definition of Confidential Information. “Confidential Information” means information disclosed by a party (the “disclosing party”) to the other party (the “receiving party”) in connection with the Agreement that is marked as confidential or that would reasonably be considered confidential under the circumstances. Confidential Information includes, with respect to Corvee and its Affiliates, the non-public aspects of the Service, the Corvee Technology, non-public Corvee Materials and Documentation and lists of customers, and with respect to Customer, all non-public Customer Data, and with respect to both parties, the terms of the Agreement and all non-public information relating to business plans and strategies, customers, data, financial information, forecasts, market analysis, pricing, Inventions, designs, products (whether actual, contemplated, experimental or planned), security measures, and software code. Confidential Information does not include descriptions of tax issues, requirements or strategies (other than any Customer- or Customer client-unique data or information contained therein) or information that the receiving party can demonstrate by documentation was (i) already rightfully known to the receiving party without restriction on use or disclosure prior to the receipt of such information from or on behalf of the disclosing party, (ii) received by the receiving party on a non-confidential basis from a third party without a breach of an obligation to maintain its confidentiality, (iii) was or becomes generally known to the public other than by breach of the Agreement by the receiving party, or (iv) independently developed by the receiving party without use or reference to the disclosing party’s Confidential Information. 
  • b. Restrictions on Use and Disclosure of Confidential Information. The receiving party shall use the confidential information of the disclosing party solely to perform its obligations and exercise its rights under the Agreement, to comply with Applicable Laws, or as otherwise permitted under the Agreement. Except as provided in subsection (d) of this Section 4, the receiving party shall hold Confidential Information of the disclosing party in strict confidence and shall not disclose or authorize the disclosure of such Confidential Information to any third party, except to the receiving party’s Affiliates and its and their Representatives or service providers who (i) have a need to know such Confidential Information and (ii) are bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as this Section 4. The receiving party is responsible for use and disclosure of the Confidential Information by its Affiliates and its and their Representatives and service providers and their compliance with the obligations of the receiving party under this Section 4. The receiving party shall protect Confidential Information of the disclosing party from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature. Each receiving party shall promptly notify the disclosing party, without undue delay in accordance with Applicable Laws, of unauthorized access, use, or disclosure of any of the disclosing party’s Confidential Information in the receiving party’s possession or under its control.
  • c. Disclosure Required by Law. The receiving party may disclose Confidential Information of the disclosing party in order to comply with the order of a court, regulatory agency or other governmental body of competent jurisdiction, or as otherwise necessary to comply with Applicable Laws, provided that the receiving party shall first have given written notice to the other party (if legally permitted to do so) and shall cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the  Confidential Information. If the receiving party is legally compelled to disclose Confidential Information of the disclosing party, the receiving party shall disclose only that portion of the Confidential Information that is legally required to be disclosed. 
  • d. Aggregate Information. Corvee and its Affiliates may monitor Customer’s use of the Service and collect and use associated metadata, including IP addresses, stored sessions, and network metadata, for the purposes of providing the Service. In addition, Corvee and its Affiliates may collect and compile “Aggregate Information,” which is metadata, data, strategies, and other information of or related to customers and their use of the Service and/or the Practice Development Services that is collected into groups so that no individually identifiable person or entity is identifiable as its source. As between the parties, Corvee solely owns all right, title, and interest in Aggregate Information and all related Intellectual Property rights, and Customer acknowledges that there are no confidentiality obligations or other restrictions on Corvee’s and its Affiliates’ use of Aggregate Information. 

5. DATA PROTECTION AND PRIVACY.

  • a. Compliance with Laws. For the purposes of the Agreement, each party is responsible for complying with Applicable Laws applicable to its business, including those regarding data privacy. To the extent that Customer is required to comply with the California Consumer Privacy Act (“CCPA”), the California Consumer Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Consumer Protection Act, the Utah Consumer Privacy Act, or any other existing or newly enacted Applicable Laws regarding data privacy, Corvee shall facilitate Customer’s compliance with its obligations under such Applicable Laws, including with respect to data security and responses to data subject requests relating to Personal Information in Corvee’s possession or under its control. Customer shall ensure that it has all necessary rights and permissions required by Applicable Laws and otherwise for submission and use of Customer Data as contemplated by the Agreement.
  • b. Use of Customer Data. Corvee and its Affiliates may retain, use, and disclose Customer Data solely (i) to provide the Services, provide customer support and otherwise perform  Corvee’s obligations under the Agreement; (ii) for internal business purposes to maintain, evaluate, develop, and improve the Service and the Practice Development Services; (iii) to comply with Applicable Laws; (iv) as otherwise provided in the Agreement or the Documentation. 
  • c. Processing of Customer Data; CCPA. If Corvee processes Customer Data on behalf of Customer, the Agreement and the Documentation are Customer’s instructions for processing Customer Data. If Corvee’s provision of the Service is subject to the CCPA and Corvee processes Customer Data that includes personal information, as defined by the CCPA (“CCPA Personal Information”) (i) Corvee collects, retains, uses, and discloses such CCPA Personal Information solely for the permitted purposes described in the Agreement and does not sell (as defined in the CCPA) CCPA Personal Information; and (ii) Corvee certifies that it understands and will comply with the foregoing restrictions.
  • d. Data Protection. Corvee shall maintain commercially reasonable technical, administrative and physical safeguards and procedures designed to comply with Applicable Laws, to protect the security, confidentiality and integrity of, and protect against unauthorized release, access, destruction, modification, or disclosure of, Customer Data and Customer’s Confidential Information. Corvee shall use commercially reasonable measures to ensure that its Affiliates and any Corvee subcontractors use reasonable data protection safeguards and procedures in handling any Customer Data or Customer’s Confidential Information.
  • e. Breach Notification. In the event that Corvee becomes aware of unauthorized access, use, or disclosure of Customer Data or Customer’s Confidential Information in Corvee’s possession or under Corvee’s control, Corvee shall (i) promptly notify Customer of such incident without undue delay in accordance with Applicable Laws and provide Customer with information regarding such incident as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws; and (ii) use commercially reasonable efforts to identify the cause of and remediate the cause of the incident within Corvee’s systems, to the extent such remediation is within Corvee’s reasonable control. 

6. TERM; TERMINATION; SUSPENSION OF SERVICE.

  • a. Subscription Terms. Unless earlier terminated as provided in the Agreement, (i) the initial Subscription Term for a Service will be the subscription term specified in the initial Order Form for such Service (generally 12 months), beginning on the Effective Date set forth in the Order Form; and (ii) Customer’s subscription to the Service will thereafter automatically renew for successive additional 12-month periods (each, a “Renewal Subscription Term”), unless either (A) Customer cancels the subscription renewal by providing Corvee with written notice of non-renewal to support@corvee.com at least 30 days before the expiration date of the then-current Subscription Term, or (B) Corvee cancels the subscription renewal by providing Customer with written notice of non-renewal before the end of the then-current Subscription Term. The initial subscription term and each Renewal Subscription Term are referred to in the Agreement as a “Subscription Term”. A Subscription Term may not be terminated before its end except as expressly permitted by the Agreement.
  • b. Term of Agreement. The term of the Agreement (the “Term“) begins on the Effective Date of the Order Form for the initial Subscription Term for Customer’s first Service subscription and ends on the date of termination or expiration of the last Renewal Subscription Term of a Service.  
  • c. Termination for Cause.  
    • i. Either party may, in addition to other relief, terminate the Agreement if the other party breaches any material provision thereof and, if such breach is capable of cure, fails within 30 days after receipt of notice of default to correct such default. During any period of breach, Corvee may suspend Customer’s access to the applicable Service(s) as provided in Section 6(d). 
    • ii. Either party may terminate the Agreement by written notice to other party if the other party (A) ceases to operate in the ordinary course, (B) becomes insolvent or generally unable to pay its debts as they become due, (C) becomes the subject of any bankruptcy, liquidation, dissolution or similar proceeding that is not resolved within 60 days of filing, (D) makes an assignment for the benefit of its creditors, or (E) has a receiver, trustee, custodian, or similar agent appointed for a material portion of its property or business (any of these, an “Insolvency Event”). 
  • d. Suspension of Service.  Notwithstanding anything to the contrary in the Agreement, Corvee may (in addition to any other rights and remedies) suspend Customer’s and any Authorized User’s access to any portion or all of the Service, without liability to Customer, if (i) there is a material risk to or disruption of the security or performance of the Service or the Corvee Technology or to any Affiliate, customer, supplier, vendor or commercial partner of Corvee that was caused by Customer, its Affiliates, or its or their Authorized Users or Representatives (a “System Threat”); (ii) Customer is subject to an Insolvency Event; (iii) Customer is in breach of its payment obligations under the Agreement; (iv) Customer or any of its Representatives is using the Service, the Corvee Materials or the Services Output for activities that are or are potentially fraudulent, in violation of Applicable Law or otherwise in breach of the Agreement; (v) Customer or any of its Affiliates is the subject of an investigation or legal action by or at the direction of any regulatory, governmental, or judicial authority, or if Customer or any of its Affiliates commits or is alleged to have committed acts of fraud or abuse that may compromise the integrity or reputation of the IRS E-file program and/or Corvee (as determined by Corvee in its sole discretion); or (vi) Corvee’s provision of the Service to Customer or any Authorized User is prohibited by Applicable Law. If the suspension is for a System Threat, Corvee shall use commercially reasonable efforts to provide prior notice to Customer, including by phone or email to Customer’s account contact. Corvee shall work in good faith with Customer to resolve the circumstance giving rise to the suspension and shall resume providing access to the Service as soon as reasonably possible after the event giving rise to the suspension is resolved. Customer will continue to be obligated to pay all Fees for the Service during the period of suspension and Customer will not be entitled to any compensation or credits for any period of suspension, unless the suspension was due to Corvee’s error or omission or a System Threat not caused by Customer, its Affiliates, or its or their Authorized Users or Representatives.
  • e. Effect of Termination. Upon termination or expiration of the Agreement, Customer’s rights under the Agreement immediately terminate (with the exception of those surviving termination, as described below). Customer remains responsible for all Fees and other payment obligations applicable to the remainder of the then-current Subscription Term, no refunds are available for any portion of the Subscription Term that has been prepaid, and Customer expressly waives any right to charge back any amount paid via credit card or other means. All provisions that by their nature should survive termination of the Agreement will do so (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
  • f. Return and Deletion of Customer Data. 
    1. i. Upon Customer’s written request at any time up to 90 days after termination of the Agreement or the applicable Service, Corvee shall either (i) provide Customer with limited access to the Service, at no additional cost and subject to the obligations and restrictions of these SaaS Service Terms, solely for the purpose of retrieving Customer Data; or (ii) provide an export file of Customer Data stored on Corvee’s systems in a commonly used format reasonably determined by Corvee and subject to Corvee’s standard fees for the preparation for such export file. Corvee may, but has no obligation to, maintain or return Customer Data more than 90 days after termination of the Agreement.
    2. ii. Upon Customer’s written request at any time during the Term or up to 90 days after termination of the Agreement, Corvee shall promptly destroy or overwrite Customer Data or Customer’s Confidential Information in Corvee’s possession or under its control, other than Customer Data or Customer’s Confidential Information contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under the Agreement or another agreement with a Corvee Affiliate, for regulatory, legal, or audit purposes, or for compliance with Corvee’s data retention policies. If Customer requests that Corvee permanently destroy or overwrite Customer Data, Customer releases Corvee from any claims or liability relating to that Customer Data. 

7. FEES. 

  • a. Fees. Subject to subsections (c) and (d) of this Section 7, Customer shall pay the Fees set forth in the Order Form, without offset or deduction, in accordance with the Payment Schedule. All Fees are denominated and payable in US dollars. The Service subscription is non-cancellable during a Subscription Term and Fee payments are non-refundable. 
  • b. Taxes. Customer is responsible for paying (or reimbursing Corvee for its payment of) all sales, use and excise taxes and other similar taxes, duties or other charges assessed or imposed by any governmental authority with respect to the Service, other than taxes based on Corvee’s income.  
  • c. Payment Schedule for Renewal Subscription Terms. The payment for Fees for Renewal Subscription Terms shall be made using the same payment frequency (i.e., weekly, monthly, quarterly or annually) and payment method set forth in the Payment Authorization, unless Corvee notifies Customer of a change of payment frequency at least 30 days prior to the beginning of the applicable Renewal Subscription Term.
  • d. Renewal Pricing. Corvee reserves the right to change the Fees applicable to the Service for any Renewal Subscription Term, effective on the first day of such Renewal Subscription Term, provided that Corvee has given Customer at least 30 days’ prior written notice of the pricing change as provided in this subsection (d). If pricing for the upcoming Renewal Subscription Term will change, Corvee shall specify the new pricing terms in the Renewal Notice sent to Customer at least 30 days prior to the expiration of the current Subscription Term (such specification of new pricing, a “Price Change Notice”). If the subscription renewal is not timely cancelled as provided in Section 6(a), the subscription will automatically renew with the pricing set forth in the Price Change Notice.  
  • e. Authorizations. Customer authorizes Corvee or its billing platform to initiate entries to the bank account or credit card Customer specifies in its Payment Authorization in order to pay amounts due and, if necessary, to initiate adjustments for any transactions credited or debited in error. No prior notification of a charge will be required or provided unless the scheduled payment date or amount changes for a Renewal Subscription Term, in which case prior notice will be given as provided in these SaaS Service Terms. This authorization (as modified to reflect any changes in Customer’s account information notified to Corvee) will remain in effect during the duration of the Agreement, unless and until either Corvee or Customer provides 14 days’ written notification of a change in payment method. Customer agrees to (i) not dispute scheduled charges that correspond to the terms of the Payment Schedule and the Agreement and (ii) in the event of a new payment method or a change in other account information, to update its Payment Authorization at least 14 days prior to the next billing date. Customer represents and warrants that the origination of ACH transactions or credit card transactions (as the case may be) to its account in accordance with the Agreement complies with applicable law. 
  • f. Late Payments. Overdue amounts will bear interest at the rate of 1.5% per month or the maximum rate permitted by Applicable Laws, whichever is less. Customer shall reimburse Corvee for any collection agency fees, attorney’s fees, court costs and other reasonable expenses Corvee incurs in collecting any overdue amounts. In addition, Corvee may suspend the Service as provided in Section 6(d).
  • g. Payment Disputes. Customer must assert any payment dispute in writing within 7 days after the due date of the invoice giving rise to the dispute. Customer waives the right to dispute any payment that Customer does not dispute in writing within such period. Any undisputed portion of an invoice must be paid by the due date. 
  • h. Client Payment Platform. If Customer uses the client payment platform within the Service: 
    • i. Payments are processed using a third-party provider. Corvee may change third-party providers for payment processing at any time in its sole discretion.
    • ii. Customer shall pay the fees for the client payment platform charged by the current third-party provider, which are detailed in the Corvee Billing User Agreement accessed through the client payment platform. Corvee may change the schedule of fees payable for use of the client payment platform with 30 days’ notice. 
    • iii. If Customer’s client does not pay the charge that such client processed through the client payment platform or client’s payment is charged back, Customer shall pay the charge and applicable chargeback fees. Customer shall cooperate with Corvee and the third-party merchant in resolving any disputes with clients. 
    • iv. Corvee reserves the right to suspend or terminate Customer’s access and use of the client payment platform for any reason in its reasonable discretion, including if Customer repeatedly initiates chargebacks with its credit card issuer or Customer’s dispute rate in the client payment platform is greater than 1%. 

8. NON-SOLICITATION; NON-COMPETITION.

  • a. Non-solicitation.  During the Term and for the one (1) year period thereafter, Customer shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any employee, contractor or consultant of Corvee or any of its Affiliates to leave such employment or engagement to accept employment with or render services to or with any other person or entity unaffiliated with Corvee, knowingly take any action to assist any other person or entity in identifying, hiring or engaging any such employee, contractor or consultant, or hire any such employee, contractor or consultant; or (ii) any other customer of Corvee or any of its Affiliates to purchase goods or services competitive with those then sold by Corvee or its Affiliates from another person or entity or assist any other person or entity in identifying or soliciting any such customer.
  • b. Non-competition. Customer acknowledges that Corvee and its Affiliates provide content and performs services of a unique nature that are irreplaceable and that, if Customer shared the Service, the Documentation, the Corvee Materials or the Services Output with any competitor of Corvee or its Affiliates or other third party, Corvee and its Affiliates would suffer irreparable harm. Accordingly, during the Term and for the one (1) year period thereafter, Customer shall not, directly or indirectly, own, manage, operate, control, be employed or engaged by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business that competes with the business of Corvee or any of its Affiliates, in any country in which Corvee or its Affiliates conduct business. This provision does not prevent or restrict Customer from (a) owning not more than 2% of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business or (b) rendering services to charitable organizations, as such term is defined in Section 501(c) of the Internal Revenue Code. 

9. INDEMNIFICATION

Customer shall indemnify and hold harmless Corvee, its Affiliates and its and their Representatives from any and all liabilities, losses, damages, judgments, awards, settlement payments, penalties, fines, fees, interest, costs or expenses (including reasonable fees of attorneys, other professionals and witnesses, court costs and filing fees, and other reasonable investigation and defense expenses) incurred as a result of any claim, action or proceeding brought by a third party (an “Action”) arising out of, resulting from or alleging (i) Customer’s breach of the Agreement; (ii) use of the Service, the Corvee Materials or the Service Output by Customer or Customer’s clients (other than Infringement claims for which Corvee is obligated to indemnify Customer under clause (b)(i) of this Section); (iii) Customer’s or its Representatives or clients’ violation of Applicable Laws; (iv) the Customer Data; (iv) any representations and warranties made by Customer to its clients concerning the Service, the Corvee Materials or the Service Output.

10. MODIFICATIONS TO SERVICE TERMS. 

Corvee may modify these SaaS Service Terms at any time and post the updated version at www.corvee.com/terms-and-conditions (or any successor website). If Corvee modifies these SaaS Service Terms, it shall provide prior written notice (“Modification Notice”) to Customer of such modifications at least 30 days prior to the effectiveness of the modifications, which notification may be provided (without limitation) through a statement posted on the website or in Customer’s administrative console for the Account, in an email notification or in an invoice or Renewal Notice. If modifications are necessary to comply with Applicable Laws, Corvee is not required to provide prior notice but shall use commercially reasonable efforts to provide prior notice when practicable.

11. DISCLAIMER; LIMITATION OF LIABILITY.

  • a. Disclaimer of Warranties. Except as specifically set forth in these SaaS Service Terms and to the maximum extent permitted by Applicable Laws, (i) the Service is provided “as is” and Customer’s and its Representatives’ use of and reliance on the Service, the Corvee Materials, the Service Output and any Third-Party Materials is at Customer’s sole risk and discretion; and (ii) Corvee gives no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose. Without limiting the generality of the foregoing, Corvee does not represent or warrant that the Service will meet requirements or provide an expected return on investment; that the Service or the Service Output will be uninterrupted, free from bugs, errors or omissions, correct, complete, timely or otherwise reliable; that defects in the Service will be corrected; or that the Service or the Corvee Technology will be free of viruses or other harmful components. No Service Output or oral or written information or advice given by Corvee, its Affiliates or its or their Representative constitutes or creates a warranty. Corvee makes no representations or warranties for the direct or indirect benefit of any client of Customer.
  • b. Exclusion of Certain Damages. In no event will either party be liable to the other party for cost of cover or any indirect, special, punitive, consequential or incidental damages, including lost business or profits or lost data, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to a party’s gross negligence or willful misconduct, to a party’s breach of its confidentiality obligations set forth in Section 4, to a party’s indemnification obligations, or to any infringement or misappropriation by a party of any Intellectual Property rights of the other party. 
  • c. Limitation of Liability.  In no event shall a party’s aggregate liability under the Agreement exceed the amounts paid or payable to Corvee or its Affiliates under the Agreement in the 12 months preceding the Action. The previous sentence will not apply to a party’s gross negligence or willful misconduct, to a party’s indemnification obligations, to any infringement or misappropriation by a party of any Intellectual Property rights of the other party, or to Customer’s obligations to pay Fees.
  • d. Limitation of Claims. Neither party may bring any claim relating to the Agreement more than one year after the events giving rise to the claim occurred. The previous sentence will not apply to a party’s breach of its privacy, security, and confidentiality obligations set forth in Section 4, to any infringement or misappropriation by a party of any Intellectual Property rights of the other party, or to Customer’s obligations to pay Fees. 
  • e. General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Service would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the parties may have additional rights.

12. DEPENDENT CONTRACTORS; NO PROFESSIONAL ADVICE

The parties are independent contractors, and nothing in the Agreement shall be construed as creating a joint venture, partnership, agent, employment or fiduciary relationship between Corvee and Customer. Corvee is not an investment advisory service or an accounting firm and nothing provided by Corvee in or in connection with the Service is intended to be used or construed as financial, accounting or legal advice. Customer expressly acknowledges that Corvee provides the Service, the Corvee Materials and the Service Output for informational purposes and that Customer does not rely upon Corvee, the Service, the Corvee Materials  or the Service Output for advice regarding appropriate tax treatment. Customer is responsible for the tax policies and tax reporting positions taken by Customer on behalf of its clients. Customer acknowledges and agrees that (i) Corvee is entitled to base its conclusions on and rely on the accuracy and completeness of the Customer Data and assumptions that are furnished by Customer and its Representatives, without any independent investigation or verification, and that their inaccuracy or incompleteness could materially affect Corvee’s conclusions or the Service Output and (ii) Corvee will not update the Service Output or advice or recommendations after provision (including, for example, updates to reflect changes or modifications to applicable law and regulations or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Customer separately engages Corvee to do so in writing.

Circular 230 Disclaimer. Neither the Service nor the Service Output is intended or written to be used, and cannot be used, by anyone for the purpose of avoiding any penalty that may be imposed by the IRS under the Internal Revenue Code. In the event that the Service or the Service Output is considered to be a “marketed opinion” within the meaning of the IRS guidance, then, as required by the IRS, Customer should seek advice from an independent tax advisor. The Service Output is based on current tax law and is not intended to be used on an ongoing basis without consistent changes being made by a qualified tax advisor. There is no assurance or guarantees that the recommendations contained herein will not be examined and scrutinized by the IRS or state agencies.

13. DISPUTE RESOLUTION.

  • a. Negotiation of a Dispute. In the event of any dispute, claim, question, or disagreement (“Dispute”) arising from or relating to the Agreement, the parties shall use their best efforts (acting reasonably and in good faith) to settle the Dispute. If they do not reach a solution within a period of 60 days, then, upon notice by either party to the other, such Dispute shall be finally settled by binding arbitration.
  • b. Binding Arbitration. Any unresolved Dispute shall be settled by binding arbitration administered by the American Arbitration Association, in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by a single neutral arbitrator in the English language in Ft. Lauderdale, Florida, unless the parties agree to conduct the arbitration by telephone, video conference or written submissions. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. In all other respects, the prevailing party shall be entitled to recover its reasonable attorney’s fees, expert fees, costs and other expenses.
  • c. No Class Action. Each party waives any right to assert any claims against the other party as a representative or member in any class or representative action.
  • d. Governing Law. The Agreement shall be governed and controlled by the laws of the State of Florida without regard to any jurisdiction’s conflicts of law rules.

14. MISCELLANEOUS

  • a. Equitable Relief. Each party acknowledges that damages may be an inadequate remedy if the other party or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violate the obligations under the Agreement, and each party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
  • b. Severability. If any provision of the Agreement is found to be invalid, illegal unenforceable, then (i) it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose; and (ii) the parties shall negotiate reasonably and in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. All other provisions of the Agreement will remain in full force and effect.
  • c. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the matter contained herein and supersedes all prior and contemporaneous agreements and understandings of the parties with respect thereto. There are no agreements, representations or warranties of any kind except as expressly set forth herein or referenced within the Agreement. Customer’s standard terms of purchase (including purchase order terms or click-through terms), if any, are inapplicable. 
  • d. Order of Precedence. Except to the extent expressly specified otherwise, if there is any conflict between the Order Form, these SaaS Service Terms and any addendum signed by the parties, the following order of precedence applies: (i) first, any addendum between the parties; (ii) second, the Order Form; and (ii) third, these SaaS Service Terms. 
  • e. Waiver.  No waiver of any provision of the Agreement will be effective unless it is in writing and signed by the waiving party, and no such waiver will constitute a waiver of any other provision or of the same provision on another occasion.
  • f. No Third-Party Rights. The Agreement is made for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, is intended to or shall confer upon any other person or entity (including any client of Customer) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
  • g. Assignment.  Customer may not assign its rights, duties, or obligations under the Agreement without Corvee’s prior written consent; provided, however, that Customer may assign the Agreement without consent to an acquirer of all or substantially all, or control of all or substantially all, of the capital stock, assets or business of Customer (whether as a result of a merger, acquisition, sale of assets, change of control, or operation of law) or to an Affiliate of Customer, provided that (i) Customer must provide notice to Corvee of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) Corvee may terminate the Agreement if Customer assigns the Agreement to an entity whose business competes with the business of Corvee or any of its Affiliates. Any purported assignment or delegation in violation of this Section will be null and void. No assignment will relieve the assigning party of any of its obligations hereunder that accrued before the effective date of the assignment. 
  • h. Successors and Assigns. The Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
  • i. Notices: Corvee shall communicate announcements of general interest by email or by posting on its website or social media accounts or in Customer’s administrative console for the Account. All legal notices and consents under the Agreement shall be given in writing and shall be sent by and deemed to have been sufficiently given or served for all purposes as of the date it is sent by e-mail, or delivered by hand, overnight courier, or certified mail to any of the following addresses (or addresses subsequently updated by the parties):

For CorveeFor Customer
support@corvee.com Using Contact Information provided on the Order Form (or subsequently notified to Corvee by written notice provided in accordance with this section)

  • j. Headings. The section headings contained herein are for convenience only and shall not in any way affect the interpretation or enforceability of any provision of the Agreement. 
  • k. Force Majeure. Except for Customer’s payment obligations, a party shall be excused from performance and shall not be liable for any delay or failure to perform caused by war, terrorism, sabotage, insurrection, riot or other civil unrest, labor disturbance or shortage, government action, explosion, hurricane, earthquake, flood or other act of God, epidemic or widespread illness, electrical, telecommunications, or other utility failures, denial of service attacks or other circumstances beyond such party’s reasonable control. A party seeking relief from performance under this Section must (i) provide notice of such circumstances to the other party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either party may, in its discretion, terminate the affected Service. Such termination will not result in any liability by either party. 
  • l. Export Regulation. Customer shall comply with all Applicable Laws that prohibit or restrict the export or re-export of the Service, the Service Output or any Customer Data outside the US, including completing all required undertakings and obtaining any necessary export license or other governmental approval
  • m. Publicity.  Unless a party has provided written instructions to the contrary to the other party, either party may include the name or logo of the other party (or its Affiliate, if applicable) in lists of customers or vendors. Except as otherwise provided in Section 3(c) of these SaaS Service Terms, neither party shall issue or release any press release or other announcement relating to the Agreement without the consent of the other party.

PRACTICE DEVELOPMENT SERVICE TERMS

These Practice Development Service Terms, together with the applicable Order Form and Payment Authorization (collectively, the “Agreement”), constitute a binding agreement by and between Corvee Practice Development, LLC (“Corvee PD”) and the customer specified in the Order Form (the “Customer”) with respect to the practice development services, professional consulting services, marketing services, and related services and content and materials to be provided by Corvee PD or its Affiliate (the “Services”) described in the Order Form. Customer accepts and agrees to be bound by these Practice Development Service Terms by executing such Order Form or by receiving or using the Services.

1. DEFINITIONS

  • a. Affiliate” means an entity that controls, is controlled by, or is under common control with the subject entity, where “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
  • b.Aggregate Information” has the meaning given in Section 4(d).
  • c.Applicable Laws” means all applicable local, state, provincial, federal, and international laws, rules or regulations.
  • d.Authorized Users means Customer’s employees who are authorized by Corvee PD to request, receive, access and use the Services. 
  • e.Confidential Information” has the meaning given in Section 4.
  • f.Corvee Materials” means all templates, samples, recordings, videos, newsletters, files, images, logos, information, and other content and materials of Corvee PD and its Affiliates (and all related Intellectual Property rights) provided to Customer in connection with the Services, including but not limited to those contained in the SaaS Service (other than the Customer Data) or the knowledge base of Corvee PD and its Affiliates. Corvee Materials may include Third-Party Materials.
  • g.Corvee Technology” means the technology, including software programs, connectors, websites, networks, and equipment (and all related Intellectual Property rights), used in providing the products and services offered by Corvee PD and its Affiliates. Corvee Technology does not include Third-Party Materials.
  • h.Customer Data means (i) any data, documents, information or material uploaded or submitted by Customer to Corvee PD in connection with the Services and (ii) the Services Work Product. Customer Data does not include Aggregate Information or descriptions of tax issues, requirements or strategies (other than any Customer- and Customer client-unique data or information contained in such descriptions).
  • i.Effective Date means the start date for the Subscription Term set forth in the Order Form.
  • j. Feesmeans the fees, taxes (if applicable), reimbursable expenses, and other amounts payable by Customer for the Services, as set forth in the Order Form and these Practice Development Service Terms.
  • k.Initial Subscription Termmeans the initial subscription period for which Customer is obligated to pay for the Services, as set forth in the initial Order Form for the Services.
  • l. Intellectual Property means Inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property and proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world (whether registered or unregistered), any application for the foregoing, and all rights to enforce the foregoing.
  • m.Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice. 
  • n.Order Form” means the order form or other document executed by Customer and accepted by Corvee PD or its Affiliate for the purchase or modification of Customer’s subscription for the Services and, if applicable, SaaS Services.
  • o. Payment Schedulemeans the payment terms and payment schedule agreed to by Customer for the Practice Development Services and/or SaaS Service(s) to which Customer subscribes. A Payment Schedule may be contained in the applicable Order Form, Payment Authorization and/or separate document.
  • p.Payment Authorization” means the payment authorization provided by Customer.
  • q.Personal Information” is information that personally identifies or could reasonably be used to personally identify an individual (such as a name, email address, mobile or residence phone number, or residence address), other information is or can be reasonably linked to a particular individual, or other data or information defined as personal information under Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Corvee PD or its Affiliates in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Corvee PD’s use of Personal Information of such an employee or other Representative is governed by the Privacy Policy available at https://corvee.com/privacy-policy/, which describes how to manage individual communication preferences. Customer is responsible for informing its Representatives of such processing of their Personal Information.
  • r. Renewal Noticemeans the notification sent to Customer by Corvee PD or its Affiliate before the commencement of each Renewal Subscription Term for the Service, including the pricing for the Services for such Renewal Subscription Term.
  • s.Renewal Subscription Term” has the meaning given in Section 6(a).
  • t.Representative” of a party means the employees, directors, officers, consultants, professional advisors, representatives, or agents (and, in the case of Customer, Authorized Users) of such party and its Affiliates.
  • u.SaaS Service” means a software-as-a-service offering and related content and materials provided by Corvee PD or its Affiliate, as specified in the applicable Order Form. Customer’s access and use of SaaS Services are governed by the SaaS Service Terms located at www.corvee.com/terms-and-conditions.
  • v.Services Work Product” means the Customer- and Customer client-unique output that is generated for Customer by Corvee PD through the Services, including Customer-specific marketing materials, tax strategies and calculations (excluding any Corvee Materials or Third-Party Materials therein).
  • w.Term,” “Subscription Term” and “Renewal Subscription Term” have the meanings given in Section 6.
  • x.Third-Party Materials” means software, technology, services, websites, templates, samples, recordings, files, images, logos, information, or other content or materials of third parties of third parties that may be used or provided in conjunction with the Services (other than the Customer Data).  

2. ACCESS AND USE OF THE SERVICE. 

  •  a. Access and Use Rights. Subject to and conditioned on compliance with the Agreement,  Corvee PD hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the Services and Corvee Materials during the Term, solely for Customer’s internal business purposes (which includes the provision of services to Customer’s clients), subject to any limitations or restrictions specified in the Order Form or otherwise in this Agreement. All rights not expressly granted to Customer are reserved by Corvee PD and its Affiliates.
  • b. Account.  Corvee PD shall enable an account (the “Account”) for Customer and its Authorized Users to access and use the Services and, if applicable, the SaaS Services. Customer and Authorized Users shall protect the confidentiality and security of usernames, passwords, access and Account information under their control. Customer is solely responsible for any and all activities that occur under the Account. Except to the extent caused by Corvee PD’s breach of the Agreement, Corvee PD is not responsible for unauthorized access to the Account. Customer shall notify Corvee PD immediately upon learning of any unauthorized use of the Account or other security breach relating to the Service.
  • c. Third-Party Materials. The Services may contain (or Corvee PD or its Affiliate may otherwise provide Customer with) Third-Party Materials or access or links to Third-Party Materials. Corvee PD and its Affiliates are not responsible for and do not in any way endorse any Third-Party Materials. Such Third-Party Materials are subject to the licenses or other terms of access and use imposed by the owners or licensors of such Third-Party Materials. If Customer does not agree to abide by the licenses or other terms for any such Third-Party Materials, then Customer should not install, access or use such Third-Party Materials. 
  • d. Restrictions. Customer shall use the Services, the Corvee Materials and the Services Work Product only as set forth in the Agreement and, except as expressly contemplated by the Agreement with respect to the use of the Services to aid Customer in its provision of services to its clients, shall not use the Services, the Corvee Materials or the Services Work Product for the benefit of any third party. Customer shall not, and shall not allow its Authorized Users, Representatives or any third party to, (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit the Services, the Corvee Materials or, except for the use of the Services Work Product to aid Customer in its provision of services to its clients, the Services Work Product; (ii) except for the use of the Services to aid Customer in its provision of services to its clients, share, make available or display the Corvee Materials or the Services Work Product to any third party other than Authorized Users; (iii) use the Services or the Corvee Materials to operate any timesharing, service bureau, software-as-a-service or similar business; (iv) copy, modify, adapt, enhance or otherwise create any derivative work of the Corvee Materials or the Corvee Technology or, except as expressly contemplated by the Agreement with respect to the use of the Services to aid Customer in its provision of services to its clients, the Services Work Product; (v) access or use the Services, the Corvee Technology, the Corvee Materials or the Services Work Product  for any purpose not expressly contemplated by the Agreement, including to design or build a product or service that competes with the Services; (vi) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of or decrypt the Corvee Technology; (vii) violate any Applicable Laws in connection with access or use of the Services, the Corvee Technology, the Corvee Materials or the Services Work Product; (viii) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Corvee PD or its Affiliates, commercial partners, suppliers or licensors within the Corvee Technology, the Corvee Materials or, if applicable, the Services Work Product; (ix) use or permit the Service to be used by more than the then-current number of Authorized Users; (x) use the Corvee Technology to store, transmit or introduce any malicious code that interferes or attempts to interfere with the operation of the Services or the Corvee Technology; (xi) interfere with or disrupt the integrity or performance of the Corvee Technology or attempt to do so; (xii) use the Services, the Corvee Technology, the Corvee Materials, the Services Work Product or Third-Party Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person; or (xiii) use any Confidential Information of Corvee or its Affiliates, Corvee Materials, or interfaces or other Intellectual Property of Corvee or its Affiliates in the design, development, manufacture, licensing or distribution of any applications, accessories or devices designed for use with the SaaS Services.
  • e. Customer Responsibilities
    1. i. Customer is responsible for ensuring that the Services are compatible with Customer’s business and systems requirements and for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software.
    2. ii. Customer is responsible for the accuracy, quality, completeness, appropriateness, timeliness, integrity, legality and all other aspects of Customer Data and the means by which Customer acquired it. Corvee PD does not have any obligation to approve, control or verify Customer Data. Customer represents and warrants that, if Customer provides a client’s information to Corvee PD, that Customer has the legal right to do so, including any necessary authorizations or consents.
    3. iii. Customer is responsible for providing Corvee PD with access to all Customer Data and Customer personnel as are reasonably required Corvee PD to perform the Services. Corvee PD shall not be responsible for failures or delays in performing the Services due to Customer’s failure or delay to provide access to Customer Data or personnel (such as Customer’s failure to attend meetings with Corvee PD or complete requested forms), and any such failures or delays shall not relieve Customer of its obligation to pay fees. Customer acknowledges that Customer’s participation in the Services, as reasonably directed by Corvee PD, is required for best results.
    4. iv. Customer is responsible for reviewing the Services Work Product and satisfying itself that it is complete and correct. Customer acknowledges and agrees that any decisions regarding tax treatment are made solely by Customer and that use of the Services does not relieve Customer of responsibility for the preparation, accuracy, content, and review of its clients’ tax plans, tax recommendations, tax strategy calculations, implementation of tax strategies, tax returns and filings. Neither Corvee PD nor its Affiliates will be liable for any legal, financial or accounting errors or violation of Applicable Laws by Customer or its clients, including any made in reliance on the Services Work Product, or for billing errors and omissions by Customer. 
    5. v. Customer is responsible for all acts and omissions of its Authorized Users and other Representatives, and any act or omission by an Authorized User or Representative of Customer that would constitute a breach of the Agreement if done by Customer will be deemed a breach of the Agreement by Customer.
    6. vi. Customer represents and warrants that (i) it has not falsely identified itself nor provided any false information to gain access to the Services; (ii) the information provided about Customer in connection for the Services, including Customer’s billing information and Customer’s firm name, owner name, other identifying information and contact information, is correct, and that Customer will provide Corvee PD with written notification of any changes to such information no later than 30 days after the change.
    7. vii. Customer shall comply with Applicable Laws and shall not use the Services, the Corvee Materials or the Services Work Product to violate, or to assist any other person or entity in violating, Applicable Laws. 
  • f. Affiliates. Corvee PD may provide the Services itself or through any of its Affiliates. When a Corvee PD Affiliate provides the Services, all applicable references to “Corvee PD” in the Agreement relating to provision of the Services refer to such Affiliate. Corvee PD or its Affiliate may invoice or provide renewal notices to Customer for the Services, and unless otherwise specified in such invoice or renewal notice, Customer shall make payments to the Corvee PD Affiliate that issued it. Corvee PD is responsible for its Affiliates’ compliance with the terms of the Agreement, and Corvee PD shall be responsible for their acts and omissions relating to the Agreement as though they were those of Corvee PD. Customer and its Affiliates shall bring any claims it or they may have solely against Corvee PD and not against any Corvee PD Affiliate providing or invoicing for the Services.     
  • g. Subcontractors. Corvee PD may use subcontractors to facilitate its obligations under the Agreement, and Corvee PD shall be responsible for the acts and omissions of such subcontractors relating to the Agreement as though they were those of Corvee PD.
  • h. Beta Features. Notwithstanding anything to the contrary in the Agreement, neither Corvee PD nor its Affiliates have any liability (including in respect of warranty and indemnification obligations) for or related to any Services feature that is designated as “Beta” or otherwise identified as being for beta testing purposes or unsupported. 
  • i. Materials. Unless otherwise agreed by Customer in writing, Corvee PD will provide all equipment, supplies, and personnel necessary or appropriate to perform the Services. For clarity, this provision does not apply to SaaS Services, the provision of which will be governed by the separate agreement with Customer for the SaaS Service(s).
    1. i. Changes to Services. Corvee and its Affiliates reserve the right, in their sole discretion, to make any changes to the Services that they deem necessary or useful, including changes to maintain or enhance the Services or to comply with Applicable Laws. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality.

3. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK

  • a. Corvee PD Intellectual Property. Corvee PD, its Affiliates and their licensors own and will retain all right, title and interest in the Services, Corvee Technology, Corvee Materials, Confidential Information of Corvee or its Affiliates, and all enhancements, improvements or derivative works of the foregoing, including all related Intellectual Property rights. Nothing in the Agreement grants or conveys any Intellectual Property rights or ownership rights in any of the foregoing, except for the limited rights expressly provided in the Agreement.
  • b. Customer’s Intellectual Property. Customer owns and will retain all right, title and interest in Customer Data and Customer’s Confidential Information, including all related Intellectual Property rights. Nothing in the Agreement grants or conveys to Corvee PD any ownership rights in the Customer Data or Customer’s Confidential Information, except as provided in Section 4(d) with respect to the creation and ownership of Aggregate Information. 
  • c. Feedback. If Customer or its Representative provides Corvee PD or its Affiliate with any suggestions, ideas, requests for strategy additions or other enhancements, questions, testimonials or success stories, or other feedback relating to the Services, whether directly to Representatives of Corvee PD or its Affiliates, through the Services, through social media, during community forums or events or otherwise, and whether in written, audio or video format (“Feedback”), Customer grants to Corvee PD and its Affiliates a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license, with rights to transfer and sublicense, to (i) use, reproduce, publish, display and/or distribute in any medium, sell, modify (as long as the substance of the original Feedback is not misrepresented) and make derivative works of, such Feedback for marketing, publicity, and promotion of Corvee PD, its Affiliates and its and their products and services and for all other commercial business purposes and (ii) use, reproduce, publish, display and/or distribute Customer’s name or logo (and in the case of video Feedback, the image of Customer’s Representative(s)) in connection with such Feedback. Neither Corvee PD nor any of its Affiliates is required to use or publish any Feedback, identify its source, or compensate Customer or its Representatives for use or publication of Feedback. 

4. CONFIDENTIALITY.

  • a. Definition of Confidential Information. “Confidential Information” means information disclosed by a party (the “disclosing party”) to the other party (the “receiving party”) in connection with the Agreement that is marked as confidential or that would reasonably be considered confidential under the circumstances. Confidential Information includes, with respect to Corvee PD and its Affiliates, the non-public aspects of the Services, the Corvee Technology, non-public Corvee Materials and lists of customers, and with respect to Customer, all non-public Customer Data, and with respect to both parties, the terms of the Agreement and all non-public information relating to business plans and strategies, customers, data, financial information, forecasts, market analysis, pricing, Inventions, designs, products (whether actual, contemplated, experimental or planned), security measures, and software code. Confidential Information does not include descriptions of tax issues, requirements or strategies (other than any Customer- or Customer client-unique data or information contained therein) or information that the receiving party can demonstrate by documentation was (i) already rightfully known to the receiving party without restriction on use or disclosure prior to the receipt of such information from or on behalf of the disclosing party, (ii) received by the receiving party on a non-confidential basis from a third party without a breach of an obligation to maintain its confidentiality, (iii) was or becomes generally known to the public other than by breach of the Agreement by the receiving party, or (iv) independently developed by the receiving party without use or reference to the disclosing party’s Confidential Information. 
  • b. Restrictions on Use and Disclosure of Confidential Information. The receiving party shall use the confidential information of the disclosing party solely to perform its obligations and exercise its rights under the Agreement, to comply with Applicable Laws, or as otherwise permitted under the Agreement. Except as provided in subsection (d) of this Section 4, the receiving party shall hold Confidential Information of the disclosing party in strict confidence and shall not disclose or authorize the disclosure of such Confidential Information to any third party, except to the receiving party’s Affiliates and its and their Representatives or service providers who (i) have a need to know such Confidential Information and (ii) are bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as this Section 4. The receiving party is responsible for use and disclosure of the Confidential Information by its Affiliates and its and their Representatives and service providers and their compliance with the obligations of the receiving party under this Section 4. The receiving party shall protect Confidential Information of the disclosing party from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature. Each receiving party shall promptly notify the disclosing party, without undue delay in accordance with Applicable Laws, of unauthorized access, use, or disclosure of any of the disclosing party’s Confidential Information in the receiving party’s possession or under its control.
  • c. Disclosure Required by Law. The receiving party may disclose Confidential Information of the disclosing party in order to comply with the order of a court, regulatory agency or other governmental body of competent jurisdiction, or as otherwise necessary to comply with Applicable Laws, provided that the receiving party shall first have given written notice to the other party (if legally permitted to do so) and shall cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the  Confidential Information. If the receiving party is legally compelled to disclose Confidential Information of the disclosing party, the receiving party shall disclose only that portion of the Confidential Information that is legally required to be disclosed. 
  • d. Aggregate Information.  Corvee PD and its Affiliates may monitor Customer’s use of the Services and collect and use associated metadata, including IP addresses, stored sessions, and network metadata, for the purposes of providing the Services. In addition, Corvee PD and its Affiliates may collect and compile “Aggregate Information,” which is metadata, data, strategies, and other information of or related to customers and their use of the Services and/or the SaaS Services that is collected into groups so that no individually identifiable person or entity is identifiable as its source. As between the parties, Corvee PD solely owns all right, title, and interest in Aggregate Information and all related Intellectual Property rights, and Customer acknowledges that there are no confidentiality obligations or other restrictions on Corvee PD’s and its Affiliates’ use of Aggregate Information. 

5. DATA PROTECTION AND PRIVACY.

  • a. Compliance with Laws. For the purposes of the Agreement, each party is responsible for complying with Applicable Laws applicable to its business, including those regarding data privacy. To the extent that Customer is required to comply with the California Consumer Privacy Act (“CCPA”), the California Consumer Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Consumer Protection Act, the Utah Consumer Privacy Act, or any other existing or newly enacted Applicable Laws regarding data privacy, Corvee PD shall facilitate Customer’s compliance with its obligations under such Applicable Laws, including with respect to data security and responses to data subject requests relating to Personal Information in Corvee PD’s possession or under its control. Customer shall ensure that it has all necessary rights and permissions required by Applicable Laws and otherwise for submission and use of Customer Data as contemplated by the Agreement.
  • b. Use of Customer Data. Corvee PD and its Affiliates may retain, use, and disclose Customer Data solely (i) to provide the Services, provide customer support and otherwise perform Corvee PD’s obligations under the Agreement; (ii) for internal business purposes to maintain, evaluate, develop, and improve the Services and the SaaS Services; (iii) to comply with Applicable Laws; (iv) as otherwise provided in the Agreement. 
  • c. Processing of Customer Data; CCPA. If Corvee PD processes Customer Data on behalf of Customer, the Agreement are Customer’s instructions for processing Customer Data. If Corvee PD’s provision of the Service is subject to the CCPA and Corvee PD processes Customer Data that includes personal information, as defined by the CCPA (“CCPA Personal Information”) (i) Corvee PD collects, retains, uses, and discloses such CCPA Personal Information solely for the permitted purposes described in the Agreement and does not sell (as defined in the CCPA) CCPA Personal Information; and (ii) Corvee PD certifies that it understands and will comply with the foregoing restrictions.
  • d. Data Protection. Corvee PD shall maintain commercially reasonable technical, administrative and physical safeguards and procedures designed to comply with Applicable Laws, to protect the security, confidentiality and integrity of, and protect against unauthorized release, access, destruction, modification, or disclosure of, Customer Data and Customer’s Confidential Information. Corvee PD shall use commercially reasonable measures to ensure that its Affiliates and any Corvee PD subcontractors use reasonable data protection safeguards and procedures in handling any Customer Data or Customer’s Confidential Information.
  • e. Breach Notification. In the event that Corvee PD becomes aware of unauthorized access, use, or disclosure of Customer Data or Customer’s Confidential Information in Corvee PD’s possession or under Corvee PD’s control, Corvee PD shall (i) promptly notify Customer of such incident without undue delay in accordance with Applicable Laws and provide Customer with information regarding such incident as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws; and (ii) use commercially reasonable efforts to identify the cause of and remediate the cause of the incident within Corvee PD’s systems, to the extent such remediation is within Corvee PD’s reasonable control. 

6. TERM; TERMINATION; SUSPENSION OF SERVICES.

  • a. Subscription Terms. Unless earlier terminated as provided in the Agreement, (i) the initial Subscription Term for the Services will be the subscription term specified in the initial Order Form for the Services (generally 12 months), beginning on the Effective Date set forth in the Order Form; and (ii) Customer’s subscription to the Services will thereafter automatically renew for successive additional 12-month periods (each, a “Renewal Subscription Term”), unless either (A) Customer cancels the subscription renewal by providing Corvee PD with written notice of non-renewal to support@corvee.com at least 30 days before the expiration date of the then-current Subscription Term, or (B) Corvee PD cancels the subscription renewal by providing Customer with written notice of non-renewal before the end of the then-current Subscription Term. The initial subscription term and each Renewal Subscription Term are referred to in the Agreement as a “Subscription Term”. A Subscription Term may not be terminated before its end except as expressly permitted by the Agreement.
  • b. Term of Agreement. The term of the Agreement (the “Term“) begins on the Effective Date of the Order Form for the initial Subscription Term for Customer’s first Services subscription and ends on the date of termination or expiration of the last Renewal Subscription Term of the Services.  
  • c. Termination for Cause.  
    • i. Either party may, in addition to other relief, terminate the Agreement if the other party breaches any material provision thereof and, if such breach is capable of cure, fails within 30 days after receipt of notice of default to correct such default. During any period of breach, Corvee PD may suspend Customer’s access to the  Services as provided in Section 6(d). 
    • ii. Either party may terminate the Agreement by written notice to other party if the other party (A) ceases to operate in the ordinary course, (B) becomes insolvent or generally unable to pay its debts as they become due, (C) becomes the subject of any bankruptcy, liquidation, dissolution or similar proceeding that is not resolved within 60 days of filing, (D) makes an assignment for the benefit of its creditors, or (E) has a receiver, trustee, custodian, or similar agent appointed for a material portion of its property or business (any of these, an “Insolvency Event”). 
  • d. Suspension of Service.  Notwithstanding anything to the contrary in the Agreement, Corvee PD may (in addition to any other rights and remedies) suspend Customer’s and any Authorized User’s access to any portion or all of the Services, without liability to Customer, if (i) there is a material risk to or disruption of the security or performance of the SaaS Services or the Corvee Technology or to any Affiliate, customer, supplier, vendor or commercial partner of Corvee PD that was caused by Customer, its Affiliates, or its or their Authorized Users or Representatives (a “System Threat”);  (ii) Customer is subject to an Insolvency Event; (iii) Customer is in breach of its payment obligations under the Agreement; (iv) Customer or any of its Representatives is using the Services, the Corvee Materials or the Services Work Product for activities that are or are potentially fraudulent, in violation of Applicable Law or otherwise in breach of the Agreement; (v) Customer or any of its Affiliates is the subject of an investigation or legal action by or at the direction of any regulatory, governmental, or judicial authority, or if Customer or any of its Affiliates commits or is alleged to have committed acts of fraud or abuse that may compromise the integrity or reputation of the IRS E-file program and/or Corvee PD (as determined by Corvee PD in its sole discretion); or (vi) Corvee PD’s provision of the Services to Customer or any Authorized User is prohibited by Applicable Law. If the suspension is for a System Threat, Corvee PD shall use commercially reasonable efforts to provide prior notice to Customer, including by phone or email to Customer’s account contact. Corvee PD shall work in good faith with Customer to resolve the circumstance giving rise to the suspension and shall resume providing access to the Services as soon as reasonably possible after the event giving rise to the suspension is resolved. Customer will continue to be obligated to pay all Fees for the Services during the period of suspension and Customer will not be entitled to any compensation or credits for any period of suspension, unless the suspension was due to Corvee PD’s error or omission or a System Threat not caused by Customer, its Affiliates, or its or their Authorized Users or Representatives.
  • e. Effect of Termination. Upon termination or expiration of the Agreement, Customer’s rights under the Agreement immediately terminate (with the exception of those surviving termination, as described below). Customer remains responsible for all Fees and other payment obligations applicable to the remainder of the then-current Subscription Term, no refunds are available for any portion of the Subscription Term that has been prepaid, and Customer expressly waives any right to charge back any amount paid via credit card or other means. All provisions that by their nature should survive termination of the Agreement will do so (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality).
  • f. Return and Deletion of Customer Data. 
    1. i. Upon Customer’s written request at any time up to 90 days after termination of the Agreement, Corvee PD shall provide an export file of Customer Data stored on Corvee PD’s systems in a commonly used format reasonably determined by Corvee PD and subject to Corvee PD’s standard fees for the preparation for such export file. Corvee PD may, but has no obligation to, maintain or return Customer Data more than 90 days after termination of the Agreement.
    2. ii. Upon Customer’s written request at any time during the Term or up to 90 days after termination of the Agreement, Corvee PD shall promptly destroy or overwrite Customer Data or Customer’s Confidential Information in Corvee PD’s possession or under its control, other than Customer Data or Customer’s Confidential Information contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under the Agreement or another agreement with a Corvee PD Affiliate, for regulatory, legal, or audit purposes, or for compliance with Corvee PD’s data retention policies. If Customer requests that Corvee PD permanently destroy or overwrite Customer Data, Customer releases Corvee PD from any claims or liability relating to that Customer Data. 

7. FEES.

  • a. Fees. Subject to subsections (c) and (d) of this Section 7, Customer shall pay the Fees set forth in the Order Form, without offset or deduction, in accordance with the Payment Schedule. All Fees are denominated and payable in US dollars. The Services subscription is non-cancellable during a Subscription Term and Fee payments are non-refundable. 
  • b. Taxes. Customer is responsible for paying (or reimbursing Corvee PD for its payment of) all sales, use and excise taxes and other similar taxes, duties or other charges assessed or imposed by any governmental authority with respect to the Services, other than taxes based on Corvee PD’s income.  
  • c. Payment Schedule for Renewal Subscription Terms. The payment for Fees for Renewal Subscription Terms shall be made using the same payment frequency (i.e., weekly, monthly, quarterly or annually) and payment method set forth in the Payment Authorization, unless Corvee PD notifies Customer of a change of payment frequency at least 30 days prior to the beginning of the applicable Renewal Subscription Term.
  • d. Renewal Pricing. Corvee PD reserves the right to change the Fees applicable to the Services for any Renewal Subscription Term, effective on the first day of such Renewal Subscription Term, provided that Corvee PD has given Customer at least 30 days’ prior written notice of the pricing change as provided in this subsection (d). If pricing for the upcoming Renewal Subscription Term will change, Corvee PD shall specify the new pricing terms in the Renewal Notice sent to Customer at least 30 days prior to the expiration of the current Subscription Term (such specification of new pricing, a “Price Change Notice”). If the subscription renewal is not timely cancelled as provided in Section 6(a), the subscription will automatically renew with the pricing set forth in the Price Change Notice.  
  • e. Authorizations. Customer authorizes Corvee PD or its billing platform to initiate entries to the bank account or credit card Customer specifies in its Payment Authorization in order to pay amounts due and, if necessary, to initiate adjustments for any transactions credited or debited in error. No prior notification of a charge will be required or provided unless the scheduled payment date or amount changes for a Renewal Subscription Term, in which case prior notice will be given as provided in these Practice Development Terms. This authorization (as modified to reflect any changes in Customer’s account information notified to Corvee PD) will remain in effect during the duration of the Agreement, unless and until either Corvee PD or Customer provides 14 days’ written notification of a change in payment method. Customer agrees to (i) not dispute scheduled charges that correspond to the terms of the Payment Schedule and the Agreement and (ii) in the event of a new payment method or a change in other account information, to update its Payment Authorization at least 14 days prior to the next billing date. Customer represents and warrants that the origination of ACH transactions or credit card transactions (as the case may be) to its account in accordance with the Agreement complies with applicable law. 
  • f. Late Payments. Overdue amounts will bear interest at the rate of 1.5% per month or the maximum rate permitted by Applicable Laws, whichever is less. Customer shall reimburse Corvee PD for any collection agency fees, attorney’s fees, court costs and other reasonable expenses Corvee PD incurs in collecting any overdue amounts. In addition, Corvee PD may suspend the Services as provided in Section 6(d).
  • g. Payment Disputes. Customer must assert any payment dispute in writing within 7 days after the due date of the invoice giving rise to the dispute. Customer waives the right to dispute any payment that Customer does not dispute in writing within such period. Any undisputed portion of an invoice must be paid by the due date. 

8. NON-SOLICITATION; NON-COMPETITION.

  • a. Non-solicitation.  During the Term and for the one (1) year period thereafter, Customer shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any employee, contractor or consultant of Corvee PD or any of its Affiliates to leave such employment or engagement to accept employment with or render services to or with any other person or entity unaffiliated with Corvee PD, knowingly take any action to assist any other person or entity in identifying, hiring or engaging any such employee, contractor or consultant, or hire any such employee, contractor or consultant; or (ii) any other customer of Corvee PD or any of its Affiliates to purchase goods or services competitive with those then sold by Corvee PD or its Affiliates from another person or entity or assist any other person or entity in identifying or soliciting any such customer.
  • b. Non-competition. Customer acknowledges that Corvee PD and its Affiliates provide content and performs services of a unique nature that are irreplaceable and that, if Customer shared the Corvee Materials or the Services Work Product with any competitor of Corvee PD or its Affiliates or other third party, Corvee PD and its Affiliates would suffer irreparable harm. Accordingly, during the Term and for the one (1) year period thereafter, Customer shall not, directly or indirectly, own, manage, operate, control, be employed or engaged by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business that competes with the business of Corvee PD or any of its Affiliates, in any country in which Corvee PD or its Affiliates conduct business. This provision does not prevent or restrict Customer from (a) owning not more than 2% of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business or (b) rendering services to charitable organizations, as such term is defined in Section 501(c) of the Internal Revenue Code. 

9. INDEMNIFICATION.

Customer shall indemnify and hold harmless Corvee PD, its Affiliates and its and their Representatives from any and all liabilities, losses, damages, judgments, awards, settlement payments, penalties, fines, fees, interest, costs or expenses (including reasonable fees of attorneys, other professionals and witnesses, court costs and filing fees, and other reasonable investigation and defense expenses) incurred as a result of any claim, action or proceeding brought by a third party (an “Action”) arising out of, resulting from or alleging (i) Customer’s breach of the Agreement; (ii) use of the Service, the Corvee Materials or the Services Work Product by Customer or Customer’s clients (other than Infringement claims for which Corvee PD is obligated to indemnify Customer under clause (b)(i) of this Section); (iii) Customer’s or its Representatives or clients’ violation of Applicable Laws; (iv) the Customer Data; (iv) any representations and warranties made by Customer to its clients concerning the Service, the Corvee Materials or the Services Work Product.

10. MODIFICATIONS TO SERVICE TERMS.

Corvee PD may modify these Practice Development Service Terms at any time and post the updated version at www.corvee.com/terms-and-conditions (or any successor website). If Corvee PD modifies these Practice Development Service Terms, it shall provide prior written notice (“Modification Notice”) to Customer of such modifications at least 30 days prior to the effectiveness of the modifications, which notification may be provided (without limitation) through a statement posted on the website or in Customer’s administrative console for the Account, in an email notification or in an invoice or Renewal Notice. If modifications are necessary to comply with Applicable Laws, Corvee PD is not required to provide prior notice but shall use commercially reasonable efforts to provide prior notice when practicable.

11. DISCLAIMER; LIMITATION OF LIABILITY.

  • a. Disclaimer of Warranties. Except as specifically set forth in these Practice Development Service Terms and to the maximum extent permitted by Applicable Laws, (i) the Services are provided “as is” and Customer’s and its Representatives’ use of and reliance on the Services, the Corvee Materials, the Services Work Product and any Third-Party Materials is at Customer’s sole risk and discretion; and (ii) Corvee PD gives no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose. Without limiting the generality of the foregoing, Corvee PD does not represent or warrant that the Services will meet requirements or provide an expected return on investment; that the Services or the Services Work Product will be uninterrupted, free from bugs, errors or omissions, correct, complete, timely or otherwise reliable; that defects in the Services will be corrected; or that the Services or the Corvee Technology will be free of viruses or other harmful components. No Services Work Product or oral or written information or advice given by Corvee PD, its Affiliates or its or their Representative constitutes or creates a warranty. Corvee PD makes no representations or warranties for the direct or indirect benefit of any client of Customer.
  • b. Exclusion of Certain Damages. In no event will either party be liable to the other party for cost of cover or any indirect, special, punitive, consequential or incidental damages, including lost business or profits or lost data, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to a party’s gross negligence or willful misconduct, to a party’s breach of its confidentiality obligations set forth in Section 4, to a party’s indemnification obligations, or to any infringement or misappropriation by a party of any Intellectual Property rights of the other party. 
  • c. Limitation of Liability.  In no event shall a party’s aggregate liability under the Agreement exceed the amounts paid or payable to Corvee PD or its Affiliates under the Agreement in the 12 months preceding the Action. The previous sentence will not apply to a party’s gross negligence or willful misconduct, to a party’s indemnification obligations, to any infringement or misappropriation by a party of any Intellectual Property rights of the other party, or to Customer’s obligations to pay Fees.
  • d. Limitation of Claims. Neither party may bring any claim relating to the Agreement more than one year after the events giving rise to the claim occurred. The previous sentence will not apply to a party’s breach of its privacy, security, and confidentiality obligations set forth in Section 4, to any infringement or misappropriation by a party of any Intellectual Property rights of the other party, or to Customer’s obligations to pay Fees. 
  • e. General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Services would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the parties may have additional rights.

12. INDEPENDENT CONTRACTORS; NO PROFESSIONAL ADVICE.

The parties are independent contractors, and nothing in the Agreement shall be construed as creating a joint venture, partnership, agent, employment or fiduciary relationship between Corvee PD and Customer. Corvee PD is not an investment advisory service or an accounting firm and nothing provided by Corvee PD in or in connection with the Services is intended to be used or construed as financial, accounting or legal advice. Customer expressly acknowledges that Corvee PD provides the Services, the Corvee Materials and the Services Work Product for informational purposes and that Customer does not rely upon Corvee PD, the Services, the Corvee Materials or the Services Work Product for advice regarding appropriate tax treatment. Customer is responsible for the tax policies and tax reporting positions taken by Customer on behalf of its clients. Customer acknowledges and agrees that (i) Corvee PD is entitled to base its conclusions on and rely on the accuracy and completeness of the Customer Data and assumptions that are furnished by Customer and its Representatives, without any independent investigation or verification, and that their inaccuracy or incompleteness could materially affect Corvee PD’s conclusions or the Services Work Product and (ii) Corvee PD will not update the Services Work Product or advice or recommendations after the completion of the applicable Services (including, for example, updates to reflect changes or modifications to applicable law and regulations or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Customer separately engages Corvee PD to do so in writing.

Circular 230 Disclaimer. Neither the Services nor the Services Work Product is intended or written to be used, and cannot be used, by anyone for the purpose of avoiding any penalty that may be imposed by the IRS under the Internal Revenue Code. In the event that the Services or the Services Work Product is considered to be a “marketed opinion” within the meaning of the IRS guidance, then, as required by the IRS, Customer should seek advice from an independent tax advisor. The Services Work Product is based on current tax law and is not intended to be used on an ongoing basis without consistent changes being made by a qualified tax advisor. There is no assurance or guarantees that the recommendations contained herein will not be examined and scrutinized by the IRS or state agencies.

13. DISPUTE RESOLUTION.

  • a. Negotiation of a Dispute. In the event of any dispute, claim, question, or disagreement (“Dispute”) arising from or relating to the Agreement, the parties shall use their best efforts (acting reasonably and in good faith) to settle the Dispute. If they do not reach a solution within a period of 60 days, then, upon notice by either party to the other, such Dispute shall be finally settled by binding arbitration.
  • b. Binding Arbitration. Any unresolved Dispute shall be settled by binding arbitration administered by the American Arbitration Association, in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by a single neutral arbitrator in the English language in Ft. Lauderdale, Florida, unless the parties agree to conduct the arbitration by telephone, video conference or written submissions. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. In all other respects, the prevailing party shall be entitled to recover its reasonable attorney’s fees, expert fees, costs and other expenses.
  • c. No Class Action. Each party waives any right to assert any claims against the other party as a representative or member in any class or representative action.
  • d. Governing Law. The Agreement shall be governed and controlled by the laws of the State of Florida without regard to any jurisdiction’s conflicts of law rules.

14. MISCELLANEOUS.

  • a. Equitable Relief. Each party acknowledges that damages may be an inadequate remedy if the other party or its Affiliates or its or their Representatives (or, in the case of Customer, Authorized Users) violate the obligations under the Agreement, and each party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
  • b. Severability. If any provision of the Agreement is found to be invalid, illegal unenforceable, then (i) it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose; and (ii) the parties shall negotiate reasonably and in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. All other provisions of the Agreement will remain in full force and effect.
  • c. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to the matter contained herein and supersedes all prior and contemporaneous agreements and understandings of the parties with respect thereto. There are no agreements, representations or warranties of any kind except as expressly set forth herein or referenced within the Agreement. Customer’s standard terms of purchase (including purchase order terms or click-through terms), if any, are inapplicable. 
  • d. Order of Precedence. Except to the extent expressly specified otherwise, if there is any conflict between the Order Form, these Practice Development Service Terms and any addendum signed by the parties, the following order of precedence applies: (i) first, any addendum between the parties; (ii) second, the Order Form; and (ii) third, these Practice Development Service Terms. 
  • e. Waiver.  No waiver of any provision of the Agreement will be effective unless it is in writing and signed by the waiving party, and no such waiver will constitute a waiver of any other provision or of the same provision on another occasion.
  • f. No Third-Party Rights. The Agreement is made for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, is intended to or shall confer upon any other person or entity (including any client of Customer) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.
  • g. Assignment.  Customer may not assign its rights, duties, or obligations under the Agreement without Corvee PD’s prior written consent; provided, however, that Customer may assign the Agreement without consent to an acquirer of all or substantially all, or control of all or substantially all, of the capital stock, assets or business of Customer (whether as a result of a merger, acquisition, sale of assets, change of control, or operation of law) or to an Affiliate of Customer, provided that (i) Customer must provide notice to Corvee PD of the assignment, (ii) the assignee must agree in writing to be bound by the Agreement, and (iii) Corvee PD may terminate the Agreement if Customer assigns the Agreement to an entity whose business competes with the business of Corvee PD or any of its Affiliates. Any purported assignment or delegation in violation of this Section will be null and void. No assignment will relieve the assigning party of any of its obligations hereunder that accrued before the effective date of the assignment. 
  • h. Successors and Assigns. The Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
  • i. Notices: Corvee PD shall communicate announcements of general interest by email or by posting on its website or social media accounts or in Customer’s administrative console for the Account. All legal notices and consents under the Agreement shall be given in writing and shall be sent by and deemed to have been sufficiently given or served for all purposes as of the date it is sent by e-mail, or delivered by hand, overnight courier, or certified mail to any of the following addresses (or addresses subsequently updated by the parties):

  • j. Headings. The section headings contained herein are for convenience only and shall not in any way affect the interpretation or enforceability of any provision of the Agreement. 
  • k. Force Majeure. Except for Customer’s payment obligations, a party shall be excused from performance and shall not be liable for any delay or failure to perform caused by war, terrorism, sabotage, insurrection, riot or other civil unrest, labor disturbance or shortage, government action, explosion, hurricane, earthquake, flood or other act of God, epidemic or widespread illness, electrical, telecommunications, or other utility failures, denial of service attacks or other circumstances beyond such party’s reasonable control. A party seeking relief from performance under this Section must (i) provide notice of such circumstances to the other party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either party may, in its discretion, terminate the affected Services. Such termination will not result in any liability by either party. 
  • l. Export Regulation. Customer shall comply with all Applicable Laws that prohibit or restrict the export or re-export of the Services, the Services Work Product or any Customer Data outside the US, including completing all required undertakings and obtaining any necessary export license or other governmental approval
  • m. Publicity.  Unless a party has provided written instructions to the contrary to the other party, either party may include the name or logo of the other party (or its Affiliate, if applicable) in lists of customers or vendors. Except as otherwise provided in Section 3(c) of these Practice Development Service Terms, neither party shall issue or release any press release or other announcement relating to the Agreement without the consent of the other party.

Securities offered through Registered Representatives of Cambridge Investment Research, Inc., a broker-dealer member FINRA/SIPC. Advisory services through Cambridge Investment Research Advisors, Inc., a Registered Investment Adviser. Cambridge and Corvee Advisors LLC are not affiliated. This communication is strictly intended for individuals residing in all 50 states, D.C. and PR.

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